Fairy Tail: Enter Ultimate hero
by rangertennyson005
Summary: There were many things Ben Tennyson had handled. But he never expected getting tricked by his enemies into some other world with no idea of coming back What is our 17 years old wielder of ultimatrix is gonna do in the world of mages? Not anything new. Kicking the bad guys' asses. Because no matter where he was. he was a hero
1. Chapter 1

**To read this story it is recommended that you are a fan of Ben 10 **

Benjamin Kirby Tennyson. A name that we all know, the wielder of the awe inspiring Ultimatrix who has just turned 17 couple of months ago . Many things have changed since last year, like the team having been disbanded because Gwen and Kevin wanted to return to normal , during this time-frame found some new ultimate forms. A very heartbreaking break up with Julie wore on Ben more than he'd like to admit. It took noticeable time for Ben to adjust after that but he finally let go of it because it's life you can't get everything you like .

Now handling fan girls, fighting villains old and new, dealing with the still annoying Will Harangue, stopping criminals both alien and human, recovering from his nasty break up with Julie, Ben was busier than ever. It was safe to say that he grew up and became more mature now, his egoistic and cocky attitude have lessened to much more satisfactory levels, as had his infamous overconfidence but they are still present(and always will be).

So now what did he do in the last year. Well he was as busy as a bee . There was a new villain named Khyber the huntsman. The most dangerous and skillful among Ben's enemies. Also there was a evil ** Brainstorm** who created a device which contained the predators of most of the aliens Ben could turn into. Not to forget his old enemy Malware also joined forces with them cornering our hero in one of his most tough situation. Dr Psychobos and Malware invented this device not only for humiliating Azmuth but also to hunt the wielder of ultimatrix and kill him.

The nemetrix was a device which contained the non sentinel predatory species of the omnitrix aliens so it could only be wore by a non sentinel. That's why Khyber gave the nemetrix to his dog also Ben came to know that Khyber was chasing him since he was 11 years old. Every situation was against our hero but then he was not alone. Rook Blonko proved to be a very good partner in a lot of very critical situations. Rook Blonko was assigned to him by his gram pa. Rook Blonko was a topper of plumber academy and he was the best, but less experienced. Ben Tennyson was the most experienced , Rook was the most trained .Together they made a powerful team.

Despite having the advantage every time Khyber attacked Ben and Rook forced him to retreat. Ultimate forms really came handy in the tough times. Thanks to Ben's advanced intuition and intuitive aptitude no matter what form Khyber's dog came with, in the end it got beaten.

Azmuth wanted to give new omnitrix to Ben but the ultimatrix somehow refused to leave him .No matter how much they tried to remove it, They couldn't. Not that Ben was complaining because the ultimatrix really came handy against Khyber and his dog.

Just when things weren't in their favor Khyber betrayed Psychobos and escaped with the nemetrix. But that didn't matter because Ben had beaten him every time he attacked him. His whereabouts are still unknown. Psychobos faced Azmuth for a final one on one and got captured. But the real problem appeared. The one named Malware. Ben, Gwen and Kevin teamed up once again alongside Grampa Max to stop the destruction of Galvan planet.

Malware destroyed Galvan B and used its pieces to infect Galvan Prime. Azmuth tried to reason with Malware by telling him that there is still time for him to stop and they can work together to make him whole. However, the planet defenses attacked Malware which caused him in his insanity to believe that Azmuth was trying to deceive him.

Malware engaged ** Ultimate Way Big** in a brutal fight where he attempted to absorb him into his body. There Ben reconciled with himself over the lost of **Feedback** and was able to regain the alien through which Ben was able to fight Malware evenly.

Azmuth came in with the restored Galvan Mechamorphs who were able to wear down Malware back to his third form and with extra power from the Helix, **Feedback** was able to defeat Malware, reducing him to a weathered husk of his former self.

But our hero was a little bit late and he paid a big price for that. Maxwell Tennyson or Grampa Max was not able to survive this battle .

"I am proud..of you Ben. You have came a long way...from that summer 7 years ago. You are a hero and you understand that fact really well but always make sure to use...your power with responsibility. Never blame yourself...for my..death... I...will...be always ...watching ...over you my...grandson"

Those were the last words of Maxwell Tennyson. His death wore on him more that he wanted to admit . It was gonna take a lot of time to recover from this loss

So now 7 months later our hero was enjoying his summer vacation and suddenly he gets a distress call. Rook was on a vacation but luckily Gwen and Kevin was there , So they also decided to came with him. It was Irony that when our hero thought he could finally relax for some time his old enemies had full proof plans for him

"Are the preparations nearly complete" asked a man in an expensive business suit. He walked into the warehouse adjusting his tie and looking grim and serious. He kicked a spider off his Italian leather shoes and scowled. To think, he was forced to do business in such a disgusting place.

"You know I would not miss such an...opportunity as this. I have sent in the false distress call and they should be arriving momentarily. The power has been allocated in the right amounts, removing the usual start up time, but it will only work once because of this. After that, it will self-destruct on itself." The person responding was no older than 18 or wore a dark red jacket with a black stripe running down the left, through a circle containing the number 10, over a plain black shirt with simple jeans and sneakers. Albedo adjusted the power even further on the console in front of him for an instant trigger.

The man nodded and adjusted his glasses as he inspected the device looming over them in the darkness. Finally he would rid this world of the threat that was Ben Tennyson. He would be a hero, medals and accolades and endorsements, all of it would be his for removing a plague on humanity. "Well I'll just let you get to it then while I head up to the viewing room to prepare for the show."

He walked up the stairs on the right side of the room, a large smirk on his face as he muttered under his breath, " Will Harangue, hero of Earth...I like that."

* * *

Two black and green cars were heading through the city towards the docks, trying to outdo the other in terms of speed and arrive first.

"Give it up Tennyson. I've got so much tech in my baby it could outrun XLR8 two times over" Kevin said over the communicator in his car that transmitted to Ben's. Beside him Gwen was literally forced back into her seat, trying to glare Kevin to death and stop the car.

"Kevin...I'm warning you..." She yelped as the car hit a pothole, making her bounce out of her seat into the air momentarily.

He turned to grin at her quickly before glancing at the road again. "Aw come on Gwen. You know I can win, and even you admitted Ben's ego is getting too high, a loss will be good for him."

"Yea, but I didn't mean yours should replace it at the top! Slow down!"

Ben frowned and gunned his car, trying to overtake Kevin's. "You two know I can hear you right? And Kevin you're lucky the plumbers have given you permission to have that tech, thinking it'll help us save the world or universe, otherwise you'd be eating my dust right now."

Finally both cars arrived at the docks, though Kevin was eager to point out that his had come in first. Repeatedly. They walked along the warehouses, looking at the numbers at top, for the one that the distress signal had come from. "Let's see..11..12...13...ah! There 14 is where the call was made. Let's just hope she's alright."

"Or alive-ow!" Gwen crossed her arms across her chest and frowned at Kevin, tapping her foot on the ground rapidly, having just smacked him across the head. "We don't need those kinds of morbid thoughts Kevin. She made the call without getting cut off at the end, like you'd expect if she was discovered. My money says she'll still be in hiding but we'll have to remove everyone else before we can get to her."

"Fine with me, I could use a good workout." They pushed open the doors to the warehouse and found the place entirely dark. The little area in front of them they could see from the moonlight made it seem empty. As they walked further in the doors slammed shut behind them, and they heard a loud clicking, indicating it had been locked.

"Well that's not ominous..."

Suddenly a few lights came on above, revealing a large room on the top walkway above, with a large glass window in front. Ben instantly saw two people in that room together he never wanted to see again. "Albedo! Harangue!"

Gwen and Kevin looked up and saw them too, Kevin groaning in annoyance and Gwen sighing resignedly. "Oh look Ben, your two biggest fanboys have come together to make your fan club. Maybe if you give 'em an autograph they'll let you beat them down without a fight."

Even from across the large distance, Ben saw Will smirk as he pressed a button he couldn't see. "Not today or ever again. Ben Tennyson today is the day you are removed from this world, and will never again be a threat to humanity."

"Dude you're still on that? I was never a threat in the first place! Do you know how many times I've saved this world? Saved the universe? Maybe you might not remember or cared, but Vilgax, Aggregor, Highbreed, Malware any of these names ring a bell? Even Albedo beside you was working with Vilgax to conquer the world!"

Will turned to face Albedo, an eyebrow raised. He shrugged apathetically. "I wanted Ben Tennyson gone and Vilgax betrayed me anyway so it shouldn't matter." He thought about it and nodded. Ben Tennyson was the biggest threat anyway so that was alright. He turned back and began speaking through the microphone again. "It doesn't matter. You Ben Tennyson will continue to endanger mankind so long as you are here. Thus we've developed a way to remove you...permanently." He gestured to Albedo to take over, who grinned and interlaced his fingers, bending them out, making a loud crack noise. "With pleasure."

He activated the power console and started up the fusion generators. He first needed to remove Kevin and Gwen so he flicked two switches up on the left of the console. Instantly two projectors attached to the ceiling activated and shot down energy cages around Gwen and Kevin.

Kevin tried to bash his fist against the side of the cage, but ended up getting a powerful shock that sent him to his knees, his body lightly smoking. Gwen sent blast after blast of her energy at it but they were all absorbed, making her shield even stronger. Sighing, she lowered her arms. "Ben we're trapped. You need to get up there and destroy the controls."

He glared up at them and activated his Ultimatrix, flipping through his aliens until he found Big Chill. After going through all this crap Azmuth partially unlocked the Master Control. He now had about 67 forms and he could stay alien as long as he wanted to. Time out feature was removed .

"It's Hero Time!" Just as he was about to slam his hand down on the control, Albedo pressed another button, sending out a tiny green beam at the Ultimatrix, which Ben did not see.

When Ben transformed, he was not Big Chill as he expected, but **Nanomech.** He looked down at himself in frustration. "Now you choose to mess up?" He looked up at the room to see Albedo smirking at him.

"No Ben. As you know Ultimatrix shares the original override Azmuth implemented when creating the Omnitrix. He got tired of me changing into the other forms than the ones he wanted at the current moment, so he started forcing me into those certain ones so he could record their data. With the right equipment, one can replicate that effect and force the wielder into a specific form, against their will. Now it is time for you to go." He turned on the rest of the lights in the warehouse, revealing a large metal arc not five feet away from Ben. As it started powering up, the center began glowing black, and swirling inwards, almost like...a black hole.

Ben now knew why Albedo wanted him in this form. **Nanomech** was too small and weak to resist the pull of the vortex and was slowly being drawn towards it. He tried activating his ultimatrix once more to change again, but realized it was locked down temporarily from the beam. He looked over his shoulder as he kept struggling to fly away, realizing that wherever that wormhole led to, he was going.

"Ben!" Gwen and Kevin increased their efforts to escape their cages, Gwen using every bit of power she had to try and destroy the cages while Kevin had absorbed the concrete floor beneath him to try and smash the walls. He was still getting shocked but the effect was lessened.

Will was laughing as he saw Ben Tennyson's friends struggling to free themselves while Ben himself was soon going to be gone from this world. The wormhole generator, unlike a null void projector, had no specified location. Where Ben ended up would be unknown to everyone. It was also rumored people sent through had their bodies ripped apart in transit. Well that was fine with him.

Ben grunted as Nanomech's wings struggled furiously, his body only inches away from the entrance to the wormhole. He glared up at Albedo and Harangue, before looking back at Gwen and Kevin. If he was going, he had to trust that they'd get him back. He suddenly shot through the wormhole, which closed up after him and self-destructed, the arch collapsing on itself. There was hardly a piece bigger than a thumb left. Seeing this, Albedo and Will laughed in triumph while Gwen and Kevin sunk to their knees. Ben was gone...and their only way of getting him back was destroyed.

"BEN BEN. YOU HOW DARE YOU? " with a yell the force field broke with the pink light revealing an anodite Gwen

"YOU ARE DEAD" two massive ropes of mana grabbed Albedo and Harangue by their neck and started crushing them

"The only way out is bring him back. So if you want to live BRING HIM BACK" Gwen yelled

"He he what will you do kill me? that...won't ...bring that idiot back" Albedo laughed maniacally and Gwen tightened her grip on him ready to tear him part

"Stop this Gwendolyn Tennyson. I say please he don't deserve this" A voice said Gwen turned around and saw Azmuth and Paradox standing there

Gwen calmed down and returned to her human form. Then she started sobbing in Kevin's chest. Kevin was also having a hard time not to cry. His eyes were also watery

"Azmuth, Paradox you have to bring him back. He saved the universe for countless time. FOR GOD'S SAKE BRING HIM BACK" Kevin yelled

Paradox looked at his watch and looked down at the ground with shame, " How could I overlook this matter? Albedo threw Ben out in some another universe even I am not able to figure out . Right now"

"I should have disposed him off before" Azmuth said looking at the unconscious Albedo

"It doesn't mean that I can't bring Ben 10 back, But it will take time" Paradox said

"How much time?" Gwen said

"It will be four months for us and for Ben it could be..."

"HOW MUCH FOR BEN? SPILL OUT THE BEANS NOW" Kevin yelled

"It might be 5 to 6 years, Pray that until that time Ben will be OK" Paradox said and he vanished

"Gwen don't' worry. Even if I don't admit. That idiot is the best. He is the the Ben 10. Don't worry there is nothing that he can't handle" Kevin slightly chuckled as he hugged Gwen more tightly, Tears were clearly dropping from his eyes

'Ben...please be safe. We will find a way to get you back. No matter how much hard it will be I will bring you back , I promise' Gwen said to herself

**with Ben Tennyson**

All thing Ben knew was pain. Every single cell in his entire body was screaming at him. Unending agony, the likes he which he had never experienced before. If his eyes were opened, all he could see was white. Immeasurably bright, pure, painful white. If his eyes were closed, all he could then see was black. Filthy, burning, hated black.

He tried to scream, but found himself unable to. It seemed that where ever he was, there was no air. Had he the presence of mind, he would have wondered how even being alive was possible.

Then peaceful respite flooded his body as he was pulled free from the world of pain, flopping to the ground outside with a solid thump. The last thing Ben saw before he passed out was a number of odd buildings surrounding him and a cute blond girl. His eyes closed and just as darkness claimed him, a strange voice called out in the distance.

**Couple of hours later**

"Ah..." Ben groaned and forced all his willpower into muscle power, Ben pulled his eyelids up and a blurry world came into view. He slowly rose from the bed. BED? Why he was on a bed? Just what the heck Albedo did to him? . Then looked at his right wrist which was covered in bandages. Ben turned around and saw the same blond girl sitting on a chair

"Oh you are awake then. I was really freaked out when you suddenly appeared out of an vortex. You were bleeding so I decided to help you" The blond girl chirped

Ben slowly rose from the bad and said " Um..Thanks for your help. Can you tell me where am I?"

"You are in Harujion town which is Fiore country" The girl replied

Ben's eyes widened "_Harujion town. Fiore country. I've never heard of that before". _He took a long breath and asked the girl in a polite tone " Do you know who I am?"

"No I don't. OH...Don't tell me you've got amnesia. We should hurry to the hospital now" The girl panicked

That confirmed Ben's theory. After all the things he did, He was famous in not only earth but in other planets too. Especially after defeating the incursions his popularity broke all the limits. One thing was confirm he was not on earth

"Hey, Calm down okay. I have all of my memory. My name is Ben, Ben Tennyson"

"Oh..Thank god. By the way I am Lucy Heartfella" Lucy held out her hand

Ben smiled and shook her hand gently then continued " Look this might sound weird but..." Ben began explaining things because that was going to take a long long time


	2. Chapter 2

"_This is strange, _Ben thought to himself._ Thanks to the enhancements Cooper made to my mobile, it now has a very advanced plumber tracking and communication system. That means it should be able to point out my position even if I'm on another planet. But it's not showing my position now. He also mentioned that he made my phone unbreakable. Anyway, I can't connect to any network but so far all its other features are still working. I can think of two explanations. One: I'm out of range of any plumber tracking system, which is highly impossible. The second: I'm in some completely different dimension. That's...gonna be trouble. Now the Ultimatrix isn't connected to Primus so even Azmuth..." _Ben trailed off with a sigh. He really was in trouble. He was in a completely different dimension and so far had no way to get home. The wielder of the Ultimatrix looked at Lucy who was still dumbfounded by his explanation. He wondered if she was going to accuse him of lying, think he was crazy, or simply run off. But instead...

"I can't believe it. Are you really from some kind of different dimension?"

"Yeah you can say that" Ben replied with a yawn. At least she was willing to give him a chance.

"It's strange but I believe you," Lucy said. Ben was surprised. He appreciated her believing him but he hadn't expected her to believe him so quickly. "We live in the world of magic. Besides I have never seen anyone appear out of nowhere before. It's strange even by our standards." Lucy said with a smile,

"Well what can I say? Thanks for helping me out and believing in me. You said that magic is normal in your world. What do you mean by that? Can you explain more about your world?" Ben asked with curiosity. He was familiar with the term magic but it was not his best area. That subject was better meant for his cousin Gwen.

As Lucy began explaining Ben came to know that he was in a world which was called Earth Land (Earth _Land?_ Was that the best they could come up with?) and here magic was a part of people's daily routine. Mages existed here. However, they comprised of only 10% of the total population. Usually the mages worked in groups called guilds, doing various jobs for the community. There were a lot of other details but Ben only got one thing clear and that was Lucy was very very eager to join some guild that went by the name of Fairy Tail. Ben figured they must be a popular guild for Lucy to want to join them so badly.

"Okay, okay I got it now" Ben said stopping Lucy's rambling about said guild. Though he did find her eagerness kind of adorable.

"Okay. Now can you tell me about your strange device and magical headphones?" Lucy chirped, her energy over talking about Fairy Tail had yet to subside.

"There's nothing magical in them. It's just wireless and that strange device is my smartphone. It's Samsung S-4," Ben replied,

"Mobile? Samsung s-4?" Lucy repeated, looking at him dumbfounded.

"Alright. I guess you don't have mobiles here," That would probably help explain why he couldn't connect to any networks. "Now let me explain you somethings about my amazing phone..." And then Ben began bragging about his phone. He always liked to brag about his phone and why not?. Thanks to a lot of enhancements by his friend Cooper ( Unlimited battery life, unbreakable metallic body, unlimited memory, and a very hi tech and sophisticated camera) this was the best phone on the planet ( Even Kevin admitted that).

**Time skip**

"Are you really sure about this?" Ben asked. Right now he and Lucy were taking a stroll through town.

"Of course I am. You have nowhere else to go right?" Lucy said.

"Umm..good point. But this is a world of mages so there should be someone who can help me out." Ben said.

" Umm... Maybe. But that will take some time and finding an actual mage who can perform that kind of magic will be really...difficult." Lucy said with a pause.

"WHAT?!" Ben panicked, but he quickly regained his composure with a sigh. "Maybe you're right. I guess I should stick around you for a while but don't worry, I will find a way to pay you back," Ben said with a serious tone.

_I won't lie. I am bit short of money but he seems like a nice guy and...I guess he is kinda my responsibility because I found him. _Lucy said to herself.

"By the way, where are we going?" Ben asked.

"I told ya that I'm a celestial mage. I'm going to buy a key from a magic shop." Lucy replied jovially.

"Yeah I remember that" Ben said as he remembered Lucy showing him her keys. Apparently the girl had the ability to summon beings called Celestial Spirits. Each one had their own unique powers and abilities. Ben wondered what Celestial Spirits looked like.

"Hey, Ben. What is that gauntlet on your wrist? Some kind of family heirloom" Lucy asked with curiosity, looking at the Ultimatrix. She had been meaning to ask him about it but it has slipped her mind until now.

"Well, it's a long story. A really long story" Ben replied with a grin. Ben had never told Lucy about his Ultimatrix and some other crucial things about his life but now, since he knew she was a nice girl, maybe he could tell her.

The two walked a little further until they reached their destination: the magic shop.

"Oh...we arrived at the shop. Make sure to tell me this story of yours." Lucy beamed as she opened the door of the little shop and went in with Ben following her.

It was an old looking shop with a lot of weird items. Certainly a lot different from the magic shops in his universe that sold top hats and "magic wands". The shopkeeper was an old guy who Ben wondered if he was a mage or just a simple seller. Ben wandered around the shop despite not paying much mind to all the various items and knick-knacks the store had to offer. However he found his attention drawn to Lucy and the shopkeeper.

"I'm looking for gate keys," Lucy said, making the shop owner look at her in surprise as he bent down below the counter.

When he stood up, the girl looked happy when he pulled out a silver key. "That's a rare request, but this is the only one I have."

"Oh wow the little dog," Lucy said as she gazed happily at the silver key. Ben raised an eyebrow. Little dog? What was that about? Were Celestial Spirits like animals?

"You know it's not very strong, right?" the shop owner said but Lucy just shrugged it off.

"I know but I still really want it. How much is it?"

"Twenty thousand jewels," He said making Lucy looked at him oddly.

"I'm sorry, how much was it?" She asked again to which the shop owner replied the same price figure.

Then Lucy did something which made Ben's eyes widened and his mouth hung open. She sat on the table and slightly lowered the zip of her blouse. Then she asked with a coy smile and a seductive pose " How much was it? Dandy master?"

"Hmm nineteen thousand jewels." He said lowering it by a thousand jewels .

Lucy slammed her feet on the ground with anger. Her sex appeal was only worth a thousand jewels in that old coot's eyes. She was obviously not happy with it

"_She mentioned that she was a bit short on money. Alright, Ben, it's time to return the favor." _Ben said to himself with a chuckle. Then he walked towards the counter and said "Hey Gramps! I've got a deal for you!" Then he put his phone and headphones on the counter. The shopkeeper looked at the items Ben had put down. They certainly looked rare. And rare meant valuable.

"I'm listening," The shopkeeper's smile widened.

**Timeskip**

"You didn't have to do that," Lucy said, feeling guilty. Ben had sold his phone and headphones in exchange for money so that Lucy would be able to buy the key.

"Oh come on. That phone wasn't much help here. Besides I can always get a new one when I get home. Helping a friend was much more important," Ben replied with a grin

"Friends?" Lucy was surprised that Ben already considered her one.

"Yeah, friends. You helped me out when I was in a jam and I returned the favor by giving you this key. That's what friends do. Helping each other." Ben said with a smile

"Yeah...you're right. We are friends." Lucy beamed and then...rather shyly, she asked "Hey, Ben. Is my sex appeal only worth a thousand jewels?"

Ah. Looks like Lucy was a little self-conscious about her attractiveness. "Maybe that old guy was either blind or gay." Ben chuckled.

"What?" Lucy asked in confusion.

"Only a man without hormones can resist a cute girl like that" Ben replied.

"Stop making me blush, Ben" Lucy giggled with rosy cheeks. While she was glad Ben had complimented her, she hadn't expected him to say something like that.

"I was telling the truth. Anyways I got some money now. How much was all that worth together, Lucy?" Ben asked.

"21000 jewels. Ben, I will repay you for this key," Lucy said determinedly.

Ben groaned. "Oh, come on. There's no need to do that. Besides, you helped me first."

"But..." Lucy was about to protest but she was interrupted when a bunch of girls ran past her.

"Are you serious? He's really here?! one of the girls cried out to her friend.

"Yeah, the Salamander!" Another said.

_"Salamander?_" Lucy thought. "Wait. the wizard who uses fire magic you can't even buy in town?" she asked, clasping her hands together. "I wonder what he's doing in this dead end town. Come on, Ben. Let's go and see."

"Hey wait..." Ben's protest went in vain as he was dragged by Lucy.

* * *

The two reach a part of town where a sizable crowd, mainly of girls, had gathered. Lucy managed to push her way through the crowd and saw a man standing in the center. He had purple hair and was wearing a white shirt with red pants along with a high collared purple cloak with gold stitching on it. All the girls had hearts in their eyes and were swooning over the man.

"And people said I'm a show off. This guy is worse," Ben uttered to himself. He liked the attention but he never used his fame to get girls. Never ever.

_"Why is my heart beating so fast?"_ Lucy thought as a blush made her way to her face as she looked at the mage.

The man looked over at Lucy and gave her a wink, causing her to blush even more. Ben turned towards Lucy and saw her expressions. There was definitely something wrong with her.

"He looked at me," she squealed excitedly as she began hopping towards him. "Is this love?"

"WHAT? LOVE?! How can you fall in love with him in a second?!" Ben asked dumbfounded. Apparently he forgot that one time he had to transform into Goop to "save" himself from girls. But still, that was nothing compared to what he was seeing right now.

However, before Lucy could get any closer, a sleeveless pink-haired boy jumped into the center of the crowd with a blue cat. "IGNEEL! IT'S ME!" The boy shouted, causing everyone to look at him oddly.

The boy looked at the man oddly before muttering "Who the heck are you?"

"Who am I?" The man said as he looked in dramatic horror. "I am Salamander. Surely you have- Hey where are you going?" He cried out when he saw the boy walking off, not listening to a word that he was saying.

Some of girls jumped on the boy for being rude to their idol and started beating him. Ben pulled his sleeve, ready to spring into action. But before he could do something, the Salamander guy interrupted the mob of girls.

"Now now, girls. I'm sure he did not mean anything by it. Here's my autograph, kid," He said, handing a signed autograph to the boy.

"Oh, brother," Ben sweat dropped. "Please tell me I was never this bad."

The boy just looked at him lazily before saying "No thanks." which caused the girls to get angry and jumping on him once again.

"I can't believe I fell for that" Lucy said, apparently having snapped out of whatever was affecting her.

"Huh? What?" Ben asked as he turned towards her.

"This mage is using a charm to make girls attracted to him. It's illegal. " Lucy said with a serious tone.

"Hmm..I got it now. And you broke free of that charm right?" Ben said, though concerned as to why a guy would be using such illegal magic. If it was to make girls fall in love with him, it couldn't be good.

"Yep, that charm only works until the target doesn't know what is going on. I must thank that boy for breaking it" Lucy said.

"Well I must be going, ladies. I have business to attend to," The Salamander said before pink flames appeared beneath him. and lifted him in the air. "I'm having a little party on my boat tonight and you're all invited." He said making all the girls squeal. He then disappeared in the sky leaving everyone behind.

"Who was that? He was really disgusting," The pink haired boy said.

"I don't know and I don't care. But the next time I see him, I'm going to show him his place for misusing his powers like that." Ben said as he walked towards the boy "Are you alright, dude?" He asked in concern. He had seen the danger of rabid fangirls before. It was never pretty.

"Yeah? " The boy, whose name was Natsu, nodded.

"Hey guys, thanks for earlier," Lucy beamed at Natsu and the cat, Happy, with a smile.

**Time skip**

Ben was sitting in a small restaurant with Lucy, Natsu and Happy. His jaw was currently hanging open and resting on the table at seeing Natsu and Happy eat. He never thought he would meet a human who can eat almost as much as **Upchuck**. But here a human boy and his talking cat were eating like there was no tomorrow.

"Wow, you two certainly have an appetite," Lucy sweat dropped, looking at Natsu and Happy as they scoffed down their food.

"I wonder if they have a black hole in their stomach" Ben muttered.

"Alright, alright slow down. I get it, your names are Natsu and Happy right? Lucy said in an attempt to slow down Natsu and Happy's eating speed.

"You are very nice" Natsu and Happy said with a lot of food in their mouth.

"Well thank you for breaking the charm that 'Salamander' was using. He was hypnotizing the girls in town to think they were in love him. A charm like that has been banned for years so I wonder how he got one. Trying to get the girls' attention using a charm. What a creep. But thanks to you guys I snapped out of it." Lucy chirped.

"No problem," Natsu said still with food in his mouth.

"Believe it or not, I'm a mage too," Lucy said. "But I haven't joined a guild yet. Ah, sorry you wouldn't..."

"There she goes again" Ben sighed as he took another bite. Sometimes Lucy really talked so much in a very short time. Maybe it was due to her excitement and enthusiasm

"Hey, Natsu. You were looking for someone right? What was the name?...Igneel, right?" Ben asked.

"We came here to see Salamander but it turned out to be someone else," Natsu replied glumly.

"Yeah, I bet he doesn't even breathe fire like a real dragon," Happy said causing Lucy to sweat drop a little.

"Umm... I don't get it," She said. "What do you mean "like a real dragon"?"

"Igneel is not like a dragon. He is one," Natsu said causing Lucy eyes to widen like dinner plates.

"WHY WOULD A DRAGON SHOW UP IN THE MIDDLE OF A TOWN?" She suddenly freaked out causing Natsu and Happy to look down in embarrassment "There is no way such thing could be in town!"

Ben looked at all of his companions' expressions. It was funny. Actually, really funny.

"Ben, we should get going. But you guys can go ahead and take your time," Lucy said as she put the money on the table .

"Sorry, Lucy. Can't let a lady pay for my dinner," Ben said as he returned the money and took out some from his own pocket.

"You are quite a gentleman, aren't you?" Lucy playfully smiled and started walking towards the door.

"Blame my grandpa for that. Anyways, see ya around guys," Ben chuckled then he stood up and started walking but suddenly something or someone forced him to turn around.

"Thank you for the food," Natsu and Happy said while bowing their heads to the floor.

"It's fine. You guys helped my friend, so let's just call it even," Ben said scratching his head in embarrassment.

"I feel a little bad; we didn't even mean to help," Natsu whispered to Happy.

"Aye we owe him something." Happy said.

"Hmm. Oh I know," Natsu said before he pulled out 'Salamanders' autograph. "Here you go" He said making Lucy look at him in anger.

"Well..."

"NO HE DOESN'T NEED THAT!" Lucy shouted before Ben could reply and dragged him out of the restaurant.

"Well, that was odd," Natsu said before he returned to his seat.

**Time skip**

"Mark my words, that Salamander guy sounds like danger. Why didn't you tell me when he found you?" Ben asked.

"You weren't around that time besides I can take care of myself." Lucy said with a pout.

"Look Lucy, don't go to this party. This Salamander. He doesn't sounds like a good guy" Ben warned.

"I know but may be he can get me in to Fairy tail. You know..."

"Yeah. Your big one time dream. But let me remind you. Desperation only attracts vultures" Ben cautioned.

"I know you are my friend but you have no need to be my mom," Lucy frowned.

"Suit yourself. But don't come crying to me when you are in trouble" Ben snapped.

"Don't worry, Ben. I won't fall for his tricks again" Lucy spoke softly. But Ben wasn't convinced. This Salamnder reminded him of Darkstar. Darkstar used the same tactics to enslave girls. There was no guarantee that Salamander would fulfill his promise about getting Lucy into Fairy Tail. But even if he tried something funny, then it would be hero time.

**Time skip**

"I should have listened to Ben's warning," Lucy started sobbing. The group around her just laughed at her tears. Lucy had joined the party on the boat only to learn it had been a trap. Now she and the other girls on the boat were going to be made into slaves.

"So these are the mages of Fairy Tail: You abuse your powers, cheat people and perform slavery! YOU ARE THE WORST KIND OF MAGE!" Lucy yelled in outrage. But the fiends gave her no mind as they prepared to hold her down.

"Let me brand you as a slave first. It will hurt a bit but bear with it." Salamander smirked as he took the hot iron road to mark Lucy.

"LEAVE HER ALONE!" A voice thundered.

Salamander and his thugs turned around to see a teenager with a green flank jacket which had a big number 10 on it, coming towards them.

"I said leave her alone and nobody will get hurt!" Ben warned.

"Kid, you made a big mistake coming on this yacht," Salamander smirked.

Ben's eyes narrowed. "No, I didn't. It's you who's making the mistake of underestimating Ben 10. Don't make me repeat myself. Release my friend and the other girls. Otherwise..."

"Heheh. Arrogance and courage. I like you, boy."

"Ben...please run. You can't fight him" Lucy yelled, not wanting her friend to suffer the same fate.

"Lucy, you thought my mobile was strange. Now let me show you something even stranger." Ben smirked as he pulled up his sleeve, showing the Ultimatrix to everyone.

"Get him," Salamander signaled his thugs. As his goons prepared to attack, Ben made his own move as he activated the Ultimatrix.

"It's Hero Time!" Ben slammed the dial of the Ultimatrix and suddenly a bright green flash engulfed the area. When everyone opened their eyes again, a creature made of pink and purple stones appeared in front of them.

"Ben? Is that you?" Lucy asked. She was a bit awestruck by his transformation.

The stone creature grinned. "Yep. But right now you can call me..**.Chromastone**!" He fired two rainbow colored beams at the thugs who were holding Lucy and sent them flying away out of the boat. Now that she was free, Lucy gave** Chromastone** a fierce look.

"Why didn't you tell me you were a take-over mage?!" Lucy yelled.

"I don't care whoever you are. You are going down!" Salamander said before Chromastone could explain himself to Lucy. Flames appeared in the mage's hands. However, before anything else could happen the ceiling above them collapsed. When the atmosphere cleared Chromastone saw it was Natsu, standing there glaring at the large group of slavers.

"Natsu, you came too" Lucy choked with emotions.

But before she could say something else, Natsu suddenly grabbed his stomach and collapsed to the floor. "I hate transportation," He said. trying not to barf.

"Why did a brat fall from the sky?" Salamander wondered at the strange turn of events going on.

"And he has got motion sickness too," A thug replied but suddenly an ultraviolet energy beam sent him flying away in the air.

"He's got motion sickness, not me." Chromastone replied with a grin.

"What are you waiting for? Blow him up! Attack him with everything you got!" Salamander ordered. A large group of thugs surrounded Chromastone.

"Lucy, who is that creature?" Happy asked, looking at Chromastone in wide-eyed wonder.

"It's Ben. He's a take over mage." Then she noticed something. "Hey, you didn't have wings before." Lucy slightly panicked

"Sorry, no time to talk." Happy said as he grabbed Lucy by his tail and flew out of the hole Natsu had previously made.

Back at the boat, "BAAM!" With an explosion a large group of thugs were sent flying away. Salamander turned towards the pink stone creature who was standing there unharmed.

"Now it's your turn, Jerk" **Chromastone** cracked his knuckles.

"Bora-sama. He looks like a dangerous mage" A thug said cowering with fear.

"Don't speak my name" Bora snapped at the idiot.

"Fairy Tail... You dared to use..the name of Fairy Tail. Ben, leave him to me. I will punish him for using name of my guild." Natsu stood up with fire in his eyes/

" It seems you're a mage too but are you sure bout this?" Ben asked. He knew Lucy was gonna freak out once she learned that Natsu was a member of the guild she was trying to join. Plus, he didn't know if Natsu had fully recovered from his motion sickness.

"Of course. I am" Natsu said as flames appeared in his hands.

"Alright, buddy. He's all yours. Make sure to kick his ass."** Chromastone** said with a two finger salute as he flew out of the hole.

* * *

Finding Lucy was not a hard job. As he found her, he quickly flew towards her. Lucy was standing near what appeared to be mermaid who didn't look pleased at all.

"Let's get something straight. The next time you drop my key, you're dead," The mermaid, Aquarius, said making Lucy and Happy pale a little. Then she began gathering water into her urn she was carrying. Aquarius then lifted it high in the air making the urn glow blue before roaring out.

When she did, a huge tidal wave formed on the ocean and began to sweep everything back towards the shore including the boat, causing Natsu and all those on boat to be thrown all over the place. But before the wave could hit Lucy and Happy, **Chromastone** grabbed them and flew towards the shore.

"Hey Lucy. How ya doing?" **Chromastone** grinned as they landed on the ground safely.

"Ben, you have got great timing " Lucy said with a smile. First Ben saved her from those slavers, and then being attacked by her own Celestial Spirit.

"Aye!" Happy agreed.

Ben pressed the symbol on his chest once again and reverted back into his human form. "Well what can I say? I am just awesome." Ben replied with a grin

"You've got a lot of explaining to do." Lucy frowned, remembering Ben keeping secrets from her.

"I know but Natsu is still on the boat. We have to save him, right?" Ben pointed out. Besides, he needed time to find a way to come up with a good explanation for Lucy.

"Aye! You are so cool and kind, sir." Happy said with a salute. He had taken an instant liking to this new guy.

"My bad...It seems that I flushed the ship as well," Aquarius said in a dry tone as she appeared near the shore. It was obvious she didn't really care.

"WHAT? YOU WERE AIMING AT ME?!" Lucy snarled, realizing that Aquarius had only been trying to attack her. Ben frowned as he took this news.

"I am going on a trip. With my boyfriend. I repeat with **my boyfriend.** So don't call me for a while." Aquarius threatened as Lucy paled and nodded eagerly. Ben had enough.

"Hey, fish girl! Apologize to her!" Ben snapped.

"What? Did you say something, brat? " Aquarius snapped as she turned towards Ben. Lucy panicked. He should not antagonize Aquarius. She was dangerous when angered. But unknown to her, Ben had faced worse.

Instead of being intimidated by her, Ben walked towards her and spoke with an intense glare "You tried to attack my friend, you threatened her, and your attitude just plain sucks. Now say sorry!"

"What will you do if I don't?" Aquarius said turning her glare at Ben. She was hating this human punk who had the nerve to insult her.

"I will make you," Ben cracked his knuckles. Happy and Lucy stared at Ben. Was he serious? Hadn't he seen what she could do?

"Oh hehe! Congrats, it seems you have got yourself a boyfriend, Lucy. But I feel sorry for him because he's going to get flushed away!" Aquarius mocked her mage.

"He...he...he didn't meant any offense right, Ben?" Lucy said trying to pull Ben away from Aquarius' rage

"Nope, I meant every word of it. Just wait and watch." Ben smirked and slammed his dial once again. In a bright green flash **Toepick** stood in his place.

"If you have guts, Fish girl, then look at my face. Lucy, Happy, close your eyes. This can be scary." Ben spoke in a deep voice. Then the metallic cage on his head opened, showing his face to Aquarius. As soon as he did, a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter.

"Now what do you think? Fish lady?" **Toepick** said in a demonic voice, facing the once stuck-up mermaid spirit.

"GO AWAY! PLEASE GO AWAY! LEAVE ME ALONE!" Aquarius screamed. She was shivering with fear and her hair had even turned white from fright.

"Now apologize to her and swear that you will never be rude to her again!" Toepick ordered.

"I am... sorry, Lucy. I will make you p...sorry. I will not attack you again." Aquarius bowed to Lucy. **Toepick** slammed his dial once again and reverted back to his human form

Aquarius still shivering with fear looked at the peace symbol on **Toepick's** chest and the realization hit her. There was only one person capable of doing this. The one who was famous in the celestial realm as the Diagonkiller. Ben 10

"_Oh, fighting against the Ben 10. I was really foolish to battle with the one who defeated a being like Diagon the Destroyer." _Aquarius said to herself and returned to her realm. Next time she had to make sure to behave in front of the legendary Ben 10. But when he's not around...then it would be her who will have the last laugh.

"Ben, you're scary." Lucy said, still shivering with fear. She couldn't believe that he was able to turn into anything that would have an effect like _that _on Aquarius.

"Aye!" Happy, who was hiding besides Lucy, agreed.

Ben replied with a smile. "Only towards the bad guys especially those who hurt my friends."

"Let's go to the boat and help Natsu!" Lucy realized.

"Of course," Ben said and slammed his dial once again. With a bright green flash **Big Chill** appeared in his place.

"Let's go guys. Lucy, grab me tightly." **Big Chill** said as he extended his wings and flew towards the boat, taking Lucy and Happy with him.

Sadly there was not much action left for our hero as Natsu turned out to be the real Salamander from the Fairy Tail guild. He defeated that Bora guy like child's play but he overdid things a bit. Actually, not just a bit. He destroyed the whole port.

"He overdid it again." Happy sighed. Lucy's jaw was hanging open at the destruction Natsu caused.

"I used to have the same problem. But now I have this," Ben smirked as he flipped through his symbol once again. He pressed the hologram of **Clockwork**. Lucy and Happy stared at the strange golden creature standing before them.

"Enjoy the show," **Clockwork** grinned as he fired a green beam from his eyes. Towards everyone's amazement, the port was there once again like it was never destroyed.

**Clockwork** suddenly fell on his knees and started panting. "I always forget how much that takes out of me." He slammed his dial once again reverting back to his human form

"That was awesome! We really need someone like you at our guild!" Natsu was awestruck that Ben was able to revert the damage he did just like that.

"Aye!" Happy saluted once again

"Are you alright, Ben?" Lucy said as she helped Ben stand up.

"I am but restoring things takes a lot of energy energy." Ben said in between his breaths.

"WHAT? I swear I heard something" A mob of guards arrived out of nowhere,

"Well, Officer..." Before Lucy could explain anything, she was grabbed by Natsu who started running.

"WHAT?! Why are you taking me with you?" Lucy panicked,

"You wanted to join Fairy Tail right? Then you should come with me," Natsu replied with a smile.

"WOOO! I'M GOING TO JOIN FAIRY TAIL!" Lucy shouted with joy. But why was she feeling that she was forgetting something?

* * *

_"How could they leave me here? Lucy, Natsu, oh I swear I will get back at you for that,"_ Ben said to himself then he stood up with a groan

"Alright, boy. You've got a lot of explaining to do." The guard told Ben sternly.

Ben sighed once again as he looked at the mob of guards glaring at him. Ben took a long breath and replied "Okay, sir. You see the boat there..." And then Ben began explaining the whole situation with that Bora character. His claims were confirmed when the guards searched the boat and found Bora and his thugs as well as all those girls they were trying to make into slaves. The thugs, seeing no point in trying to weasel their way out, confirmed that Ben was the take-over mage who defeated them.

"Good job, lad. Here is the reward. Now can we do something for you?" The guard patted Ben's shoulder as he gave him 5000 jewels.

"But it wasn't me. It was Salamander who defeated Bora" Ben resisted.

"Salamander of Fairy Tail? Oh, I don't think so. If he did that, then the port would have been blown into pieces." The guard chuckled.

_"It was actually."_ Ben said to himself then he asked instead, "Excuse me, sir, can you point out where Fairy Tail is? I have to catch up with some of my friends there."

**This is the beta version. I hope you like it. Bigby the big bad wolf did a really good job**

**As I stated before I don't hate Omniverse . It's quite funny but I will still put Alien force ahead. I like some elements of omniverse. So I will use them. ****Otherwise it would be from Ultimate alien**

**Omniverse is a good series but it does have some flaws which can't be ignored. I still follow the series and I liked some of its episodes. Like Showdown, Frogs of war, Store 23 ...etc. Also I am a big fan of Toepick, Gravattack and Feedback**

**I am giving Clockwock the ability to restore things. He can manipulate time so he should be able to do that. Anyways this is my story so I hope you would give me a little liberty this time**

**BTW. The new ultimate is Ultimate Xlr8**

**And don't forget to review. It's only thanks to your reviews I am continuing this story**


	3. Chapter 4

**Jetray **stopped at a large building named Fairy Tail guild and landed on the ground. Lucy jumped off his back and Happy dropped Natsu on the ground.

With a bright green flash Ben stood at the place of Jetray and sighed in relief " So We finally reached our destination"

"Welcome to Fairy Tail" Happy said sitting on Ben's shoulder as he gazed up at the building.

Lucy stood and stared up at the Fairy Tail guild hall in wonder with her jaw opened slightly. She had never seen a building quite like it.

" Wow, It's so big" Lucy awed .

"It looks nice" Ben said with a smile

"It sure is nice. It's our home" Natsu replied with a grin

"Hey, Weren't you supposed to have motion sickness?" Lucy dumbfounded as she saw Natsu

"I have problem against transportation but Happy is not transportation. He is my nakama" Natsu spoke in a serious tone

_"Huh, I don't get this guy. I really don't get it" _ Ben sighed

"Hey Ben Thank you. I really mean it and Sorry..I..We left you at the port like that" Lucy said softly

"Don't worry about that and stop this thank you and sorry thing. In friendship there is no sorry and no thank you. Besides I managed to catch up with you so that's alright" Ben shrugged her off with a grin

"Alright guys let's go in" Natsu yelled as he slammed the door open and houted out "WE'RE HOME"

"Congrats Lucy, Finally you are here" Ben said with a smile

"Yeah. Let's go in Ben" And with a bright smile she barged in. Ben chuckled and followed his over enthusiastic partners inside.

"Bastard .You lied about that salamander" With a yell Natsu's feet slammed on a guy's face. Signing the start of a full flagged brawl

"Wow I'm actually in the Fairy Tail guild hall" Lucy squealed slightly

"With the way things are going. I doubt it will last longer" Ben deadpanned as he saw entire guild had broke out into a big battle royal. Then his eyes went to a brunet who was drinking sake...barrels of sake actually

_"Huh, WTF? How can she drink like that?" _Ben's jaw dropped

"So Natsu is back. Let's settle out fight from before" Ben turned around only to find a teenager who was only in his boxers

"Dude put on some cloths" Ben deadpanned

Gray looked down and yelled as he freaked out " I DON'T HAVE TIME FOR THIS"

"Another one of those undignified guys" Cana sighed as she returned to her barrels causing Ben to freak out a bit

"It's only noon and you are already causing a fuss. You should fight with fists to prove your manhood" A large man yelled only to get owned by Gray and Natsu

"It's so noisy around here" A voice said causing Ben to turn around only to see Loki sitting here with two girls sat on his lap.

"I'm going to go fight" He said standing up but gave the girls a wink. "But only to protect you two" He said making both have hearts in her eyes

"Another playboy" Ben groaned

"He is out of my potential boyfriend list" Lucy frowned recovering from her shock and groaned " Is there any sane person here?"

"My , My New comers?" A soft voice said causing Ben and Lucy to turn around.

"Oh, Hack its Mirajane?" Lucy said with stars in her eyes. From her expression Ben was able to figure out that she was possibly a celebrity .

"Why don't you stop them?" Lucy panicked

"OH dear" Mirajane sweat dropped as she saw the guild hall was totally messed up then she replied with a bright smile " Don't worry about that it happens all the time. Besides..."

Before Mirajane could complete her sentence a bottle slammed on her head causing her to fall on the ground.

"Hey are you alright?" Ben panicked

"Besides isn't it fun this way" Mirajane said with a bright smile. But Ben's attention went on a large bruise which appeared on her forehead

"Enough is enough" Ben cracked his knuckled and pulled up his sleeve. He flipped through his dial until a familiar symbol appeared and he slammed the dial. In a bright green flash **Humungousaur ** stood in his place

"Wow are you a take over mage?. It's nice to have another one here. Finally" Mirajane beamed

"Hey ASSHOLES STOP IT OR..." Before Ben can complete his sentence several chairs slammed on him causing him to take a few steps back

"Ben are you alright?" Lucy asked with concern

"I am but I am very angry now" Ben yelled as his size started growing and it continued until his head touched the roof of the building.

He bent on his knees and roared " STOP THIS RUCKUS RIGHT NOW" Then slammed his hand between the hall causing a shock wave which sent several members flying away. All the members were looking at this huge creature with awe and fear

"WHO ARE YOU?" Another Giant yelled as he entered in the guild. He was probably a bit smaller than Ben

"Master He is a new member" Mirajane said from behind

"OH Alright then" Within a puff of smoke the giant reverted into a dwarf. " Nice to meet you" He said

Ben pressed the symbol once again and reverted back to his human form causing everyone's eye to widen and their jaws drop in the shock

"Same here" Ben said with a smile

"Impressive use of titan magic" Makarov complimented with a smile and jumped on the railing, Hitting his head in the process but he quickly recomposed himself before he stood looking at everyone sternly.

"Umm...thanks" Ben said . He didn't know what titan magic meant but the guy was at least complimenting him

"You have gone and done it again you fools. Look at all the paper work the magic council has sent me. This is the biggest pile yet" he said waving a thick pile of paper at them.

"Gray" He said gaining the black haired boy attention. "Good job cleaning out the smuggling organisation but then you walked around the town naked and stole a pair of underwear that was being dried."

Gray shrugged slightly. It was nothing new to him until he realized his clothes were missing once again.

"Elfman you assaulted a VIP that you were suppose to be escorting."

"He said men were all about education" Elfman said making Makarov shook his head slightly.

"Cana stop buying Alcohol and then charging it to the council."

"They caught on to that huh" Cana said scratching her head.

"Loke stop flirting with Councilman Elder Reiji's grand daughter. A certain talent agency charged us for damage compensation too"

Loke smirked as he pushed his sunglasses up slightly.

"Natsu" Makarov said gazing down at the pink haired boy. "Leveling a historical clock tower, burning down a church in Freesia, damaging parts of Lupinus castle, You destroyed the devon thief family but you also destroyed seven other housed in the process"

"So all those articles were covered by things that Natsu did" Lucy said with wide eyes

"Well. Well. All of them are quite interesting" Ben chuckled

"Guys the council members are angry at me all the time" Makarov groaned causing everyone to wince slightly.

"But I say to hell with the magic council" He said as the pile of papers turned to flames and making Lucy look up at him in surprise.

"Any power that surpasses reason still comes from reason. Magic is not some kind of miraculous power but a talent that only works when the flow of energy inside of us and the flow of the natural world are in sync. To perform magic, one must have a strong mind and the ability to focus. It should take over your being and pour out of your soul. If all we do is follow rules then our magic will never progress. Don't let those idiots on the council scare you. Follow the path you believe in because that what makes the Fairy Tail guild number one."

Everyone began cheering as the speech came to a close and stuck their hand in the air making the Fairy Tail symbol.

_ "Well I think I am going to like this place" _ Ben said to himself with a grin

**Time skip**

"How did you do it?" Mirajane asked with surprise. Restoring the whole guild in seconds and healing her wound like it was never there was surely a very amusing feat

"Well **Clockwork ** have powers to control time. So I can use it to restore things and heal people too but it takes a lot of energy" Ben said as he took another sip of the milkshake

"Wow, That's cool we really needed someone like you" Mirajane squealed

"Yeah I know that fact really well" Ben sweat dropped as he remembered Makarov jumping on him with teary eyes. Calling him a solution to their all troubles

"Hey Ben fight me" Natsu yelled as he jumped on the table

"Sorry buddy. I am not in mood of fighting. I am in mood of eating" Ben groaned as he took another bite of his food but before he can enjoy his food a bit more Natsu jumped on him with a battle cry . Ben manged to survive but his food didn't. It was splattered all over

"You are so going to regret this. BASTARD" Ben yelled as he stood up and pulled his sleeve

"Less talk more fight" Natsu smirked

"Alright don't go to your mommy when I kick your sorry Ass" Ben smirked as a green flash surrounded the area. A red mollusk like armored creature stood in his place. It was **Water Hazard**

"Another new form, Ben how many takeovers you can do?" Lucy awed

"You mean transformations right, Well I don't know may be around 72-75 " Ben scratched his head

"Prepare yourself Here I come" Natsu yelled with burning fists and fire in his eyes then jumped on Ben.

"And here you go" With that Ben took a few steps back and fired two pressurized water blasts of cold water from his hands .

"AHHH" With a yell Natsu was slammed on the other side of the wall with such force that made a hole on that.

"And its over now" Ben clasped his hands

"I am starting to like this guy" Gray smirked as he took another sip of his drink

"You are good. I am so going to enjoy this" Natsu stood up slowly and licked his lips. Then started gathering fire in his mouth

"As you wish buddy" Ben cracked his knuckles

Natsu put his hands near his mouth and stood in a pose resembling that of a trumpeter and yelled "**Fire Dragon's Roar" . **

Ben knew what that attack can do . He didn't waste any more time and fired his most powerful water attack from his port holes. A large stream covered the area due to clash between water and fire but in the end the fireball was too large for Ben to stop. Finally it slammed on him. He was sent away on the other side of the hall breaking the wooden stand and few chairs.

"Ahhh...That could have been painful " Ben groaned and stood up slowly. Then clasped the dust from his body. Even Makarov's jaw dropped at seeing this. This take over mage had taken Natsu's most powerful attack and there wasn't any single bruise or scratch on his body

_"I know I can defeat this guy but it can go dirty and someone might get injured. Alright let's use Plan B" _ Ben said to himself and pressed the symbol on his chest once again. In a bright green flash **Spitter** stood in his place

"A new full body take over. He is a real man" Elfman pumped his fists

"You are good buddy but I am the best" Ben smirked then inflated into a ball-like shape and fired a concentrated blast of slime towards Natsu. With the force it was thrown Natsu was slammed on the ground

"Hey it stinks" Natsu yelled

"Ah don't worry. You won't feel anything" Ben smirked and pressed his symbol once again. In a bright green flash **Shocksquatch **stood in his place

"Good night dude" Ben grinned and fired a large bolt of electricity. As it made contact Natsu yelled with pain and ultimately he was knocked out

Ben reverted back to his human form and started panting. Everyone was looking at him with wide eyes. Just how much transformations this boy had? and how much powerful was he?

Mirajane rushed towards Natsu and checked his pulse then sighed in relief" He is just unconscious nothing more serious"

"But the guild hall is broken once again" Makarov sighed

"Umm..Don't worry I will fix it for you again" Ben spoke with a yawn as he took a seat

"Marvelous, You really kicked that flame breath's ass. You are really impressive for a newbie. BTW I am Gray Fullbuster" Gray patted his shoulder

"Thank you...But I would have liked if you would have said that in your cloths" Ben deadpanned as he looked at him

"OH NO NOT AGAIN" Gray started panicking

"Strange guy, But who isn't strange here?" Ben muttered with a sigh

"BEN TENNYSON" Makarov said getting everyone's attention. Ben looked at the dwarf and narrowed his eyes.

"What now?" Ben chided

"I have a very special mission for you" Makarov said with a devious grin. This new member was probably a jackpot for them and he knew very well where he can use him

**Time skip**

Ben Tennyson sighed once again as he looked out of train's compartment. That old guy was sending him to repair things. Just who was he to the guild master? A mechanic. Into addition of his trouble he sent that annoying stripper from yesterday with him but he wasn't that annoying, He was a nice guy except his cloth trouble.

"Hey Ben cheer up now. It's not that bad" Gray said

"Not that bad. Huh. I am being sent to fix broken things. Who am I? A mechanic" Ben groaned once again

"Just think about it different way. You are getting a very good pay for that besides you are saving our guild's reputation" Gray said with a smile

"Anyways... what about the another mission? The one at Karakura town" Ben asked with a yawn

"Well it's a pretty serious trouble out there. Let me explain..."

**In a Dark forest**

"The disgusting, unrespectful humans how much more they want from the plants? Haven't they already took enough from them. They will pay for their attrocities towards plants. Wake up my children and claim your right on this land. Wake up and demolish those ungrateful humans" A black hooded figure yelled. Suddenly his hands started glowing and large vines irrupted from the ground

"Soon. You will know the power of plants. Foolish humans" The hooded figure chuckled

**Guys this is the unbetaed version. Bigby is busy with his exams so I can't tell when he will send me the beated version. I will update the betaed version as soon as he will send me. **

**So what do you think? Any suggestions for upcoming chapters **


	4. Chapter 5

**Author's note**

**Well , First of all. I apologize for not updating this story. The thing is that I don't have much insight in the Fairy tail so whenever I begin I gets stuck somewhere and with the number of stories I am writing its kinda difficult to pay equal attention to every one of them**

**But, I really wanna continue this story and I will do it soon so don't worry. If there is someone who is more familiar with fairy tail and willing to help me out with this story. I am all ears. So please PM me**

**Again, From where I left, Karakura is just a name. It doesn't mean bleach characters will appear in this story. Some people are saying Ben is OP. Well see Alien Force in the first part Ben acts more mature and control omnitrix very well despite wearing it after five years. So in this story He is mature. He is still over confident and likes to have fun but he isn't the kid anymore. He grew up now and that doesn't make him op**

**So, If anyone wants lend a helping hand to me. Just send a pm. That way I could continue this story more smoothly **


	5. Chapter 6

**Flashback **

**Clockwork** fell on his knees panting and turned towards an old man in rune knight's uniform " Is this all right?". The old man's eyes widened as the completely annihilated church and the garden nearby it were completely restored like nothing happened. In fact they were looking quite better than before

"Amazing...The church never looked like it. I am impressed " The old man awed and turned towards Gray " It seems your guild had got hands on a very good mechanic"

"Mechanic?" Ben growled and with a bright green flash reverted back to his human form

"He he you have no idea" Gray chuckled. He was awed too but not that much. He already saw Ben restoring their guild yesterday.

"So Captain we can leave now right?" Ben yawned and stretched his arms as he caught his breath once again

"I am sorry lad, There is still a lot of work to do" The old man said in a serious tone as he brought up a long list from his pocket and put a mark on church and garden

"Historical clock tower, A whole housing society and well...a loads and loads of thing" The old man concluded with a yawn

"Dude, Isn't that a bit too much for one guy who isn't even getting paid?" Ben groaned. He was getting tired from using **Clockwork's** restoring power constantly

"Don't you want the lawsuits against your guild removed?" The old man sternly said

"Come on buddy you can do this. It's for the sake of our guild's reputation" Gray said as he tapped on Ben's shoulder

"How about first you put your shirt back on.'' Ben sighed handing Gray his shirt.

"Damn it not again.'' Gray panicked as he took and put on his shirt.

_"Jesus , What an interesting bunch of guys I decided to join?" _ Ben said to himself sarcastically as he and Gray started following the old Rune knight captain to the other Repairing destination

**Flashback end (Return to to Train)**

"Man!I don't get it just how many things you guys destroyed?" Ben sighed as he leaned against the comfortable seat

"You will get used to it Buddy" Gray chuckled

Ben Tennyson sighed once again as he looked out of train's compartment. That old guy sent him, The BEN 10 to repair things. A loads and loads of things. Just who was he to the guild master? A mechanic. Towards his annoyance after watching him restoring things the town people started calling him mechanic too. Man! That was gross. Into addition of his trouble the old man sent that annoying stripper from yesterday with him but he wasn't that annoying, He was a nice guy... except his cloth trouble. Loads and loads of cloth trouble

"Hey Ben cheer up now. It's not that bad" Gray said

"Not that bad. Huh. I am being sent to fix broken things. Who am I? A mechanic. Now that Rune knights and towns people nicknamed me The Mechanic. Man! That's an insult to me " Ben groaned once again

"Just think about it different way. You will get a decent pay from guild for doing that and removing a lot of lawsuits besides you are saving our guild's reputation" Gray said with a smile

"So how far is Karakura Town?" Ben asked the train slowly beginning to move.

"About 4 or 5 hours ," Gray replied

Ben sighed once again and took a sip of his milkshake. The old man sounded like a genuine guy. May be he will make it up to him. He stretched his muscles and asked with a yawn " Anyways... what about the another mission? The one at Karakura town"

"Well it's a pretty serious trouble out there. Let me explain. Karakura town is facing attacks from Plant monsters . The main problem is that they are fuelled with magical energy" Gray spoke with serious tone

"Means?" Ben asked

"They are able to control the plant life as if they were alive, very similar to doll magic. Karakura Town's grocery store got destroyed by a rampaging pumpkin even!" Gray explained

"Man! Why don't they call weed control for that?" Ben joked

"This isn't funny Ben It could be a big trouble. May be we are up against a powerful nature mage. Plant monsters don't move by them selves" Gray snapped

"Don't worry buddy. I am sure we can handle that easily. Wake me up when the town comes okay I am going to take a nap" Ben yawned as he closed his eyes. He was tired of all that repairing work and Karakura town was still 4 hours ahead. He could really use some rest now

"All right buddy sleep well, You earned it" Gray replied with a smile. He knew that using his restoring powers took a toll on Ben and he really needed some rest

**In a Dark forest**

"The disgusting, unrespectful humans how much more they want from the plants? Haven't they already took enough from them. They will pay for their attrocities towards plants. Wake up my children and claim your right on this land. Wake up and demolish those ungrateful humans" A black hooded figure yelled. Suddenly his hands started glowing and large vines irrupted from the ground

"Soon. You will know the power of plants. Foolish humans" The hooded figure chuckled

**Scene change**

Ben groaned as he felt someone shaking him.

"Hey, wake up we're here" A voice said which belonged to Gray. Ben gougingly opened his eyes and sighed once again as he saw Gray in his underpants

_"Argh...this guy is getting on my nerves" _ Ben mentally groaned and let out a sigh " Dude please put some cloths on"

"Huh oh not again.'' Gray panicked and started putting on his cloths once again

_"Just what I wanted to see when I woke up.''_ Ben mentally said sarcastically.

Slowly with a groan Ben drank a mug of water and walked out of the compartment with Gray following him.

"So what time is it?" Ben asked with a yawn. Honestly he didn't has a good sleep in the train

"Evening, We have reached the Karakura town" Gray replied in a jovial tone

Ben rubbed his left eye and asked " So do we need to see the Mayor or something today?"

"Well, yeah. He is the one who requested this job. " Gray replied with a nod as both of them got their bags from the overhead and walked down the aisle and onto the station platform. Unlike Magnolia which had the ocean and mountains as it's surrounding natural barriers, Karakura town had orchards and fields of crops. But otherwise, the town looked roughly identical to Magnolia.

"Also he is an old friend of our guild master and one of the ten wizard saints"

"Hmm...That's odd. I mean if this guy is like super strong why did he put up this request?" Ben blinked

"I agree but I don't know much details" Gray replied with a nod then sighed " Anyways we are going to get some action and hopefully some good amount of jewels too"

"Yeah, I was getting bored in doing repairing jobs " Ben chuckled causing Gray to grin. Then his eyes went to Ben's wrist and he noticed a strange gauntlet with weird symbol on it. Another thing, Everything Ben turned into had that strange symbol on their chest.

"Hey, Ben. What is that gauntlet on your wrist? Some kind of family heirloom" Gray asked with curiosity, looking at the Ultimatrix

"Well buddy its a long story, I will tell you some other time" Ben replied with a grin

"If I am not wrong it has something to do with your take over magic right?" Gray asked

"Yep...you can say that" Ben replied with a pause. Even though Gray sounded like a good guy Ben didn't want him to know about his ultimatrix

After noticing Ben's hesitance Gray decided leave the topic, Ben sounded like a nice guy may be he will tell him about his gauntlet later anyways.

"So where is the city hall?" Ben asked with a yawn

"_100 Petal Avenue_. I guess we will have to look for a town hall there" Gray replied as he took out the flyer and looked at the address on the bottom.

As Gray read more details felt himself walk into something. He fell backwards, and heard someone else doing likewise...

"WATCH OUT" Ben yelled as he barely caught an antique pot filled with a couple of roses

Gray blinked paling in embarrassment , Before him stood a man with long green hair in a white shirt and black trousers and his head resembled a tree ?

"Oh my! I'm sorry about that sir! I wasn't watching where I was going! Here let me help!" Gray panicked as he ran over to the man's side. Ben quickly followed him with the pot still in his hands

"Oh ho. I do appreciate the help," replied the man as he opened his eyes, revealing them to be green. He looked down at the young man in green jacket and and saw the Fairy Tail insignia on his hand.

"We are really sorry sir. My friend here must be tired of all the travelings" Ben growled and handed over the pot to the "Tree man"

"I don't mind besides you saved my little baby so its alright " The man chuckled and cooed at the flower pot causing Ben and Gray to sweatdrop

"Baby?" Gray whispered

"Well he looks like a tree so may be..." Ben spoke in an inaudible voice

"Thanks for pointing out the obvious" Gray groaned

"And put your jacket back" Ben snapped albeit a bit louder

"Oh no, Not again" Gray panicked

"_Argh...I can never get used to it" _Ben mentally sighed

"By the way that insignia on your hand, you wouldn't happen to be Fairy Tail mages would you?" The tree man stopped cooing the rose pot and asked

"Yep we are" Gray replied with a grin " Gray Fullbuster and this is my partner Ben Tennyson. We are here to get rid of plant monsters which are harassing the city"

"Oh ho, well I wish you good luck on that endeavor, Gray and ..Ben" the man bowed and walked away.

"Hmm...sounded like a nice guy" Ben said

"Whatever let's go to the city hall and get more details on our job after that we can grab something to eat" Gray sighed. Ben gave a nod and both of them started walking down the street, now teeming and bustling with people.

As the "Tree man" walked away, he let a smirk form on his mouth.

'_It's shame. Nice children, Gray and Ben . I hope you two are blessed with good luck on your job.'_

His smirk widened into a malign smile, his eyes flashed crimson red showing not sincerity but dark countenance.

"You'll need it" He said silently as he caressed his necklace. Which was a skull with a red glowing orb in it's mouth.. he walked down the street, flinging seeds into nearby planters and gutters as he walked.

**Time skip**

"So...the big guy didn't show up" Ben sighed

"Yeah, They said the mayor was busy but we have got the details of this mission now" Gray replied

"As per the details those plant monsters mainly attack farms, grocers, and caravans leading to and out of town and the fact doesn't help that Magnolia's most of food supply depends on Karakura town" Ben spoke in a serious tone as he read the file

"The harvest festival is in next week we gotta do something fast" Gray said

"Alright let's get the scene of crime first. "_Man! I am really missing Kevin now" " _Ben sighed as he stood up

"And Gray..."

"Yeah"

"For God's sake put on some pants. People are looking" Ben growled

_"Someone please shoot me, I don't Know how much more of this I can Take. If he were a cute girl then I would not mind.''_ Ben said inside his head.

**Well Guys I am back. A lot lot thanks to myzorkingofwar if it wasn't for you I wouldn't be able to do this**

**So friends the action is coming closer in next chapter. Uncovering the mystery of plant monsters. Who is behind them? Will Ben and Gray be able to handle what is waiting for them?**

**Next time: Ghost from the past, The great one returns**

**New ultimate form : Ultimate Articguana**


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